Final Judgment: U.S. V. Lehigh Valley Railroad Company, Et

THE UNITED STATES OF AMERICA, PETITIONER, vs.

LEHIGH VALLEY RAILROAD COMPANY, ET AL., DEFEN DANTS. FINAL DECREE. A decree of this court having been entered in the above cause on February 8, 1915, dismissing the Government's petition, and the said cause having been appealed to the Supreme Court of the United States, and that court hav ing reversed the decree of this court, a mandate from the Supreme Court containing directions as to the decree to be entered was filed herein on February 24, 1921. On February 24, 1921, this court entered an interlocu tory decree on mandate containing adjudications that the defendants have been and are violating the Federal Anti trust Law and the Commodities Clause of the Interstate Commerce Act, canceling and annulling the illegal con tract between the Lehigh Valley Coal Company and the Lehigh Valley Coal Sales Company, providing injunctive relief pending the entry of a final decree, and ordering: "That within sixty clays from the entry of this decree the defendants shall submit to this court a plan for the dis solution of the unlawful combination effected through the intercorporate relations subsisting between the Le high Valley Railroad Company, Lehigh Valley Coal Com pany, Coxe Brothers & Company, Inc., Delaware, Sus quehanna & Schuylkill Railroad Company, and Lehigh Valley Coal Sales Company, with such provision for the disposition of all shares of stock, bonds, or other evi dences of indebtedness, and of all property of any char acter, of any one of said companies owned or in any man ner controlled by any other of them, as may be necessary to establish their entire independence of and from each other." Thereafter the time within which to present said plan IN THE DISTRICT COURT OF THE UNITED STATES was extended by this court until October 7, 1921, on which SOUTHERN DISTRICT OF NEW YORK. date a plan was filed herein pursuant to said interlocu In Equity No. 11-129. tory decree, together with the Government's objections thereto. Hearing on said plan and objections was held in or other capital expenditures by the Coal Company as abeyance pending the outcome of the appeal to the Su occasion may demand. preme Court in the case of UNITED STATES V. READING 2. The stock of the Lehigh Valley Coal Company is COMPANY ET AL., in the Eastern District of Pennsylvania, which was decided May 29, 1922. pledged with the Girard Trust Company, of Philadelphia, as trustee under the Railroad Company's General Con On February 7, 1923, defendants filed their proposed solidated Mortgage of September 30, 1903, which mort amended plan of dissolution as follows: gage matures in 2003. The Lehigh Valley Railroad Com- 1. The Lehigh Valley Coal Company will create a new pany will sell for $1,212,160 all of its right, title, and in- mortgage bond issue in the amount of $40,000,000, ma terest in the equity of redemption which it owns m said turing at the end of fifty years, carrying 5 % interest stock, also voting rights and dividends payable thereon, and protected by adequate Sinking Fund arrangements. to a new trustee which will issue certificates for 1,212,160 This mortgage until January 1, 1933, will be a second shares of interest therein carrying voting rights and mortgage on a small part of the Coal Company's proper dividends, thus making certificates on the basis of one ties, and thereafter will be a first mortgage on all its pro share of interest in Lehigh Valley Coal Company stock perties. $15,000,000 of said bonds will be sold at once and for each share of Lehigh Valley Railroad Company stock, the proceeds paid over to the Lehigh Valley Railroad both common and preferred. The shareholders of the Rail Company in satisfaction of all indebtedness on account road Company will be given the right by the said new of advances for capital expenditures and otherwise in trustee to subscribe to said shares of interest at the rate the past. Said proceeds will be devoted by the Lehigh of $1.00 per share. Shares of interest not subscribed for Valley Railroad Company to the improvement of the rail on or before September 30, 1923, will be sold by the new road properties pledged under its General Consolidated trustee to the Lehigh Valley Coal Company at the rate of mortgage of 1903, the income from said fund, however, $1.00 per share. in the meantime to be received by the Railroad Company Shareholders of the Railroad Company who subscribe and used for general purposes. and buy shares of interest as aforesaid will be obliged to dispose of their shares of interest on or before December The remaining $25,000,000 of bonds provided for by 31, 1927, unless in the meantime they shall have disposed the new Lehigh Valley Coal Company mortgage will be of their Railroad Company stock. Neither the Lehigh Val reserved for the purpose of retiring the present outstand ley Railroad Company nor any corporation controlled by ing bonds of the Lehigh Valley Coal Company when due it, nor any person acting in its interest, shall acquire by -that is, on January 1, 1933-to the extent not provided purchase or otherwise any of said shares of interest. for by the then existing fund. The Lehigh Valley Coal Company bonds now outstanding amount to $11,514,000 3. All certificates for shares of interest as above stated par value, and it is estimated that the Sinking Fund, shall, at the time of sale, be registered by the Lehigh Val which now amounts to $2,871,000 par value of securities ley Coal Company in appropriate form, in the names of therein, will by January 1, 1933, with accumulations and the purchasers or their nominees, upon information fur additions thereto, have a value of at least $5,000,000, so nished by the Trustee, and thereafter transfer may be that the bonds then to be paid off from new funds will made only on the books of the Coal Company. not amount to more than $6,500,000 par value. This will Until the registered holder or owner files an affidavit leave approximately $18,500,000 of the new mortgage that he is not the owner of any Lehigh Valley Railroad bonds of the Coal Company available for improvements Company stock, he shall not be entitled to receive any dividends in respect of his shares of interest. Dividends de distributed to them accordingly, each certificate of in c1ared by the Coal Company will be declared in respect of terest entitling the holder to a pro rata share of the Coal all shares of interest por-rata, but payment will be with Company's stock. held by the Coal Company on any shares in respect of 6. The stock of Coxe Brothers & Company, Inc., will which an affidavit of non-ownership of railroad stock has remain in pledge under the Collateral Trust Agreement not been filed, and dividends so withheld will be accumu of November, 1905, until the maturity of that agreement lated without interest and paid to the holder or transferee on February 1, 1926, except that the voting power in the when such affidavit is filed. meantime will be assigned to a trustee to be appointed by After original registration, the Coal Company will not the District Court. At the maturity of the aforesaid Col transfer any certificate of interest until the proposed lateral Trust Agreement, the stock will be sold by the transferee files an affidavit to the effect that he is not the Lehigh Valley Railroad Company. owner ofany Lehigh Valley Railroad Company stock, and 7. The stock of the Delaware, Susquehanna & Schuyl this provision will remain operative until December 31 kill Railroad Company will remain in pledge under the 1927. The Lehigh Valley Railroad Company will also aforesaid Collateral Trust Agreement also until the ma adopt a by-law effective until December 31, 1927, pro turity of the said agreement on February 1, 1926, the vot v1dmg that transfers of shares of its capital stock may ing power in the meantime to be assigned to a trustee to be made in the names only of persons who shall make be appointed by the District Court. In the meantime, ap affidavit that they are not owners, registered or actual, plication will be made to the Interstate Commerce Com of any of the aforesaid shares of interest in the Lehigh mission for authority to merge and consolidate this com Valley Coal Company stock and do not hold proxies to pany with the Lehigh Valley Railroad Company, in vote any of said shares of interest therein. accordance with the provisions of the Interstate Com 4. The Girard Trust Company, as trustee under the merce Act, which permits authority to be granted not aforesaid General Consolidated Mortgage, holds the legal withstanding the status of the petitioners under the title to all of the Coal Company stock and gives the Rail Federal antitrust laws. road Company a proxy to vote the same, the giving of this 8. The Lehigh Valley Coal Sales Company will nego proxy being dependent upon there being no existing de tiate and enter into a lawful sales contract with the min fault under the said mortgage. After the sale of the Rail ing companies (Lehigh Valley Coal Company and Coxe road Company's equity in the Lehigh Valley Coal Com Brothers & Company, Inc.) pany's stock, as stated above, the trustee holding said On March 3, 1923, the Government filed the following equity will exercise its voting power for the benefit of and at the direction of the owners of the shares of inter suggestions in reference to said amended plan: est, that is to say, the registered owners of the coal certi FIRST: As regards the provisions for the segregation ficates as shown by the transfer book of the Coal Com of the Lehigh Valley Railroad Company and the Lehigh pany will exercise their voting power exclusively through Valley Coal Company (paragraphs 1 to 5 inclusive), their trustee. petitioner respectfully suggests for the consideration and 5. Upon the maturity or termination of the General determination of the Court the question whether it would Consolidated Mortgage, the stock of the Lehigh Valley be a sufficient compliance with the mandate of the Su Coal Company will be available for distribution to the preme Court to approve the distribution of certificates of then owners of said certificates of interest and will be beneficial interest in the stock of the Coal Company pending maturity of the Railroad Company's General Consoli dated Mortgage, as proposed, or whether the Court should fted by experience in the mining and selling of anthracite direct the Girard Trust Company, trustee under the Gen coal to operate said Coxe Brothers & Company, Inc., in- eral Consolidated Mortgage, to release the Coal Company dependently of said Railroad Company and said Coal stock from the lien of said mortgage, upon terms and Company until the stock shall be turned over to the ulti conditions which will compensate the bondholders for mate purchasers. the rights to be relinquished, in order that the actual THIRD: As regards the proposal that the voting power shares of the Coal Company may be finally disposed of at of the stock of the Delaware, Susquehanna & Schuylkill this time. Railroad Company shall be transferred to a trustee until Petitioner further suggests that during the period be the maturity of the Collateral Trust Agreement on Feb tween the original registration of each certificate of in ruary 1, 1926, and that in the meantime the Lehigh Val terest and the filing of the prescribed affidavit by the hol ley Railroad Company will apply to the Interstate Com der of the certificate to the effect that he is no longer a merce Commission for authority to merge said company stockholder, directly or indirectly, in the Lehigh Valley under the provisions of the Transportation Act, 1920, Railroad Company, the voting right in respect of that petitioner informs the court that following the decisions certificate shall be vested exclusively in the trustee, and of the Supreme Court herein, the defendant, Lehigh Val that no certificate holder shall exercise any voting rights ley Railroad Company, applied for a mod1ficat1011 of the in' respect of the Coal Company's stock until he has filed mandate which would permit it to merge the Delaware, the required certificate. Susquehanna & Schuylkill Railroad Company pursuant to said act and that although said application was not Finally, petitioner respectfully suggests that, if avail opposed, it was nevertheless denied; wherefore petitioner able, the trustee to be appointed to exercise the voting respectfully suggests that said proposal is contrary to power of the Coal Company stock pending the qualifica the Supreme Court. tion of the certificate holders should be a person qualified by experience in the mining and selling of anthracite FOURTH: As regards the proposal that the Lehigh coal to operate the Coal Company independently of the Valley Coal Sales Company will negotiate and enter into Railroad Company until the working out of the dissolu a lawful contract with the mining companies (the Le tion processes. high Valley Coal Company and Coxe Brothers & Com- pany, Inc.), petitioner respectfully suggests that 1t 1s SECOND: As regards the proposal to trustee the voting in the public interest and in keeping with the mandate power of the stock of Coxe Brothers & Company, Inc., of the Supreme Court that the mining companies and the until the maturity of the Collateral Trust Agreement on sales company should deal with each other, if at all, under February 1, 1926, when said stock will be sold, petitioner conditions of complete independence, and that, therefore, suggests (a) that provision should be made that said these companies should not now be permitted to enter stock may only be sold to persons, firms or corporations into any contract with respect to the marketing of the who shall qualify by filing with the Court duly executed coal produced by the mining companies which will be in affidavits to the effect that they are not connected with, any degree binding on said companies after the voting interested in, or acting for the Lehigh Valley Railroad Company, or the Lehigh Valley Coal Company, and (b) power of their stock has been transferred to trustees as that, if available, the trustee to be appointed to exercise hereinbefore provided. the voting power of said stock should be a person quali- Except for the matters hereinabove specifically sug gested for the consideration and determination of the Court, it is believed that the proposed amended plan is Trust Company, trustee under said General Consolidated in accordance with the mandate of the Supreme Court Mortgage, and the Girard Trust Company shall honor and that when carried into execution will have the effect ( unless default shall be made and continued as pro to dissolve the unlawful combination between the several vided under said mortgage) an irrevocable order direct defendants and to restore a condition in harmony with ing it to execute and deliver to said trustee suitable the law. The responsibility for carryinng out the order powers of attorney or proxy to vote such stock and or of the Supreme Court, however, is judicial as well as ders for the payment of dividends thereon. Sections 1 to administrative, and for that reason petitioner respect 5, inclusive, of said amended plan are supplemented as fully asks that the plan be not treated as an agreed dis follows: (a) Until the holders of eighty-five per cent of position of the case, but as a plan presented by both the certificates of beneficial interest in the stock of the parties for the consideration of the Court, and that the Lehigh Valley Coal Company shall have qualified them Court consider the provisions as to which no question selves for the full enjoyment of all the privileges and has been suggested as well as those as to which questions benefits conferred by the said certificates by the filing of have been raised, to the end that the plan, either in its affidavits, as hereinafter provided, said holders shall not present form or with such modifications as the Court may exercise any voting rights in respect of such certificates, order, will represent not merely the agreement of the and the voting power on the stock of the Coal Company parties but will carry with it the affirmative approval shall be exclusively vested in the Coal Company trustee of the court. or trustees, to be appointed. Pending the qualification of And the cause having come on for hearing 011 said the holders of at least eighty-five per cent of said certifi amended plan and suggestions, and having been fully cates, the Coal Company trustee shall be an individual argued by counsel, and the court having directed the preferably qualified by experience in the mining and form of decree to be entered herein, it is ordered, ad selling of anthracite coal, who shall so exercise his powers judged and decreed that: as to prevent any unlawful community of interest be tween the Lehigh Valley Coal Company and the other 1. The above-recited proposed amended plan be and it 1s hereby approved as supplemented by the provisions of corporate defendants. After the qualification of the this decree. holders of the required percentage of the certificates, the trustee may, if the court by later order shall so pro 2. The defendants, the Lehigh Valley Railroad Com vide, be a corporation who shall exercise said voting pany, Lehigh Valley Coal Company, Coxe Brothers & power subject to the will of the certificate holders, as pro Company, Inc., Delaware, Susquehanna & Schuylkill Rail vided in Section 4 of the amended plan; or the court may road Company, and the Lehigh Valley Coal Sales Com appoint as trustees both an individual and a corporation, pany shall consummate the provisions of said amended the former to continue in office pending qualification of plan as so supplemented. the prescribed number of certificate holders, the latter to 3. The Lehigh Valley Railroad Company shall, subject continue until the maturity of the General Consolidated to the lien of its General Consolidated Mortgage, sell, Mortgage; or in the first instance the Court may, with assign and transfer all of its right, title and interest in the consent of the Attorney General, appoint a corpora and to the stock of the Lehigh Valley Coal Company, in tion as trustee to act throughout the existence of the cluding the present right to vote and receive dividends trust, and subject to further order of this Court. Pend thereon, to a trustee to be hereafter appointed by order ing the appointment of a trustee or trustees as aforesaid, of this Court, and shall execute and deliver to the Girard and the assignment to said trustee or trustees by the Lehigh Valley Railroad Company of its right, title and affidavit, the holder of a certificate of beneficial interest interest in the stock of the Lehigh Valley Coal Company, will be entitled to receive his pro rata share of all ac the said Coal Company may continue to pay cash divi cumulated and all future dividends on the stock of the dends properly declared thereon to the Lehigh Valley Coal Company, and will thereafter be entitled to exer- Railroad Company. cise, through the trustee, voting rights in respect to his (b) The amended plan provides for the right of sub proportionate interest in the stock of the Coal Company. scription for certificates of interest extended until Sep The affidavit in the case of an individual applying for tember 30, 1923. This time having expired prior to the accumulated and future dividends and for the voting entry of the decree said time is hereby extended until privilege shall be substantially in the form annexed here April 15, 1924. The shareholders of the Railroad Com to, marked "Form B." pany who subscribe and buy certificates of beneficial If the applicant is a corporation or joint-stock com interest in the stock of the Lehigh Valley Coal Company pany, the affidavit shall be executed by its president, shall dispose of their said shares of interest on or before vice-president, comptroller, or treasurer, or 111 the case of December 31, 1927, unless in the meantime they shall a corporation of a foreign country, by one of its manag have disposed of their railroad company stock. If any of ing officers, and shall be substantially in the form hereto the said shareholders shall not qualify on the date men annexed marked "Form C." tioned, their certificates shall be cancelled and the sub If the applicant is a partnership, affidavit shall be ex scription price of $1.00 per share shall be refunded to ecuted by one of the partners and shall be substantially the holder, and the Coal Company may itself acquire the in the form annexed hereto, marked "Form D." shares represented by said certificates, as well as the If the applicant is an executor, administrator, guard shares of beneficial interest not subscribed for, as pro ian or testimentary or other trustee of an express trust, vided in Section 2 of the amended plan, the elate of sub the affidavit shall be made by such executor, adminis scription, as above stated, being extended until April 15, trator, guardian, or trustee, as the case may be, or by 1924. one of such if the application is made on behalf of joint (c) Neither the defendant, the Lehigh Valley Rail representatives, or, if such representative is a corpora- road Company, nor any corporation controlled by it, nor tion or joint-stock company, by its president, v1ce-pres1- any person acting in its interest, sha11 acquire by pur dent, comptroller, treasurer, or, in the case of a corpora chase or otherwise any of the certificates of beneficial tion of a foreign country, by one of its managing officers, interest in the stock of the Coal Company. Such certifi and shall be substantially in the form annexed hereto, cates of interest shall be delivered to subscribers there marked "Form E". for upon payment in full of the subscription price, and ( e) The number of certificate holders qualifying by compliance in all respects with the terms prescribed in the execution and filing of the required affidavits shall this decree and in the offer. All such certificates shall be be reported semi-annually by the trustee, or trustees, to registered by the Lehigh Valley Coal Company in proper the Attorney General of the United States, and the trus form in the names of the purchasers or their nominees, tee or trustees, or any of the defendants shall furnish upon information furnished by the trustee or trustees, him with any additional information which he may re and thereafter transfer may be made only on the books quire, relating to the carrying out of this decree. of the Coal Company. The certificates shall be substan (f) During the period allowed for the qualification of tia1y in the form hereto annexed, marked "Form A". certificate holders, i. e., until December 31, 1927, no ( d) Upon qualification by the filing of the required present stockholder of the Railroad Company shall be a purchaser of certificates of beneficial interest in the stock (i) The Lehigh Valley Railroad Company and all of the Coal Company if he is still a stockholder of the persons acting for or in its interest are hereby perpetu Railroad Company; and the Attorney General of the ally enjoined from acquiring, receiving, holding or vot United States shall have access to the stock transfer ing, or in any manner acting as the owner of any of the books and records of the Lehigh Valley Railroad Com shares of the capital stock of the Lehigh Valley Coal pany and the Coal Company for the purpose of enabling Company or of the certificates of beneficial interest in him to enforce compliance by such stockholders with said stock, except that this provision is not intended to this provision of this decree; but nothing herein con prevent the Lehigh Valley Railroad Company from hold tained shall extend to holdings as broker, pledgee, trustee, ing temporarily any of said certificates of interest for agent or otherwise in a representative capacity, pro and on behalf of any of its employees under its duly vided there is no joint holding by the real parties in in published Employees' Subscription Plan in respect of the terest. acquisition of Lehigh Valley Railroad Company stock by (g) The Lehigh Valley Railroad Company will adopt employees; and the Lehigh Valley Coal Company, and all a by-law effective until December 31, 1927, or such later persons acting for or in its interest, are hereby perpetu date as may be provided by further order of the Court ally enjoined from acquiring, receiving, holding or vot providing that transfers of shares of its capital stock ing, or in any manner acting as the owner of any of the may be made in the names only of persons who shall shares of the capital stock of the Lehigh Valley Rail make affidavit (similar in form to those herein pre road Company. scribed for certificate holders applying for dividends and voting rights on their certificates) that they are not (j) The purpose of this decree is declared to be to owners, registered or actual, of any of the certificates of bring about a complete separation of interest between interest in the stock of the Coal Company and do not Lehigh Valley Railroad Company and the several corpor hold proxies to vote any of said shares of interest· and ate defendants controlled by it, including a separate and the Attorney General of the United States shall have ac distinct stock ownership, and all persons, firms and cor cess to the stock transfer books and records of both the porations having notice of this decree and attempting Railroad Company and the Coal Company to enforce by fictitious assignments of stock or certificates of bene compliance with this provision of this decree· but noth ficial interest, or in any other manner, to evade the pro ing herein contained shall extend to holdings as broker, visions of this decree, or to impair or destroy its effec pledgee, trustee, agent or otherwise in a representative tiveness, shall be adjudged in contempt of this Court, and capacity, provided there is no joint holding by the real shall be subject to punishment therefor. parties in interest. 4. The provisions of Section 6 of the amended plan (h) Effective upon his or their becoming parties to this cause, the trustees to be appointed are hereby en shall be consummated as follows : joined and restrained from exercising the voting power (a) The Lehigh Valley Railroad Company shall trans of the stock of the Coal Company so as to form such a fer to a trustee, or trustees, to be appointed by this combination or community of interest between said Coal Court, hereinafter called the Coxe Brothers Trustee, sub Company and the Lehigh Valley Railroad Company, or ject to the lien of the Collateral Trust Agreement, dated between said Coal Company and any of the subsidiary November 1, 1905, its right, title and interest in the stock companies of the Lehigh Valley Railroad Company, as of Coxe Brothers & Company, Inc. Said trustee shall hold has been adjudged unlawful in this case. said right, title and interest in said shares of stock until and conditions to be prescribed by order of this Court. the maturity of said Collateral Trust Agreement on February 1, 1926. 5. The provisions of Section 7 of the amended plan (b) The Coxe Brothers Trustee shall be entitled, and shall be consummated as follows: it shall be his duty, to vote or cause to be voted all said (a) The Lehigh Valley Railroad Company shall trans- shares of the Coxe Brothers & Company, Inc., unless fer to a trustee, or trustees, to be appointed by this otherwise hereafter directed by the court. Court, hereinafter called the Delaware, Susquehanna & The Lehigh Valley Railroad Company shall from time Schuylkill Trustee, subject to the lien of the Collateral to time direct the Girard Trust Company, trustee under Trust Agreement, dated November 1, 1905, its right, said Collateral Trust Agreement, to execute and deliver title and interest in the stock of the Delaware, Susqueh to the said trustee, or his nominees, suitable powers of anna & Schuylkill Railroad Company. Said trustee shall attorney or proxies to vote upon such shares of stock. holc1 said right, title and interest in said shares of stock The Lehigh Valley Railroad Company is hereby perpetu until the maturity of said Collateral Trust Agreement ally enjoined and restrained from hereafter voting or on February 1, 1926. attempting to vote shares of stock of Coxe Brothers & (b) The Delaware Susquehanna & Schuylkill Trustee Company, Inc. shall be entitled, and it shall be his duty, to vote or cause ( c) Pending the maturity of said Collateral Trust to be voted, all said shares of the Delaware, Susquehanna Agreement and the entry of an order by this court di & Schuylkill Railroad Company, unless otherwise here- recting the sale of the stock of Coxe Brothers & Company, after directed by the Court. Inc., so as to bring about complete independence between The Lehigh Valley Railroad Company shall from time that company and the Lehigh Valley Railroad Company to time direct the Girard Trust Company, trustee under and the Lehigh Valley Coal Company, as provided in the said Collateral Trust Agreement, to execute and deliver mandate of the Supreme Court, the Coxe Brothers trustee to the said trustee, or his nominees, suitable powers of at is hereby enjoined and restrained from exercising the torney or proxies to vote upon such shares of stock. The voting power of the stock of Coxe Brothers & Com Lehigh Valley Railroad Company is hereby perpetually pany, Inc., in such way as to cause any dependence or in enjoined and restrained from hereafter voting or attempt tercorporate relations between that company and the ing to vote any shares of the Delaware, Susquehanna & Lehigh Valley Railroad Company, and from voting said Schuylkill Railroad Company. stock so as to bring about a unity of interest or a suppres (c) Pending maturity of said Collateral Trust Agree sion of competition between Coxe Brothers & Company, ment and the entry of an order by this Court directing Inc., and the Lehigh Valley Coal Company. the sale of the stock of the Delaware, Susquehanna & ( d) Pending the final disposition of the stock of Coxe Schuylkill Railroad Company to persons, firms and cor Brothers & Company, Inc., the Lehigh Valley Railroad porations not connected with or interested in the Lehigh Company shall be entitled to receive all cash dividends Valley Railroad Company, or in any of the corporate on said stock. All dividends payable otherwise than in defendants in this suit, the Delaware, Susquehanna & Schuylkill Trustee is hereby enjoined and restrained from cash, which shall be declared by Coxe Brothers & Com pany, Inc. shall be received and held by the trustee upon exercising voting power of the stock of the Delaware, Susquehanna & Schuylkill Railroad Company in such way the same terms and conditions as the right, title and in as to cause any dependence or intercorporate relations terest of the Lehigh Valley Railroad Company in the between that company and the Lehigh Valley Railroad shares of stock in Coxe Brothers & Company, Inc., origi nally transferred, until finally disposed of under terms Company. of said companies, except such evidences of current in (cl) It will not constitute a contempt of this decree debtedness as may be lawful between shipper and carrier, for the Lehigh Valley Railroad Company to apply to the and such other securities or evidences of indebtedness as Interstate Commerce Commission for leave to retain the the Lehigh Valley Railroad Company may hereafter be stock of and to lease the property of the Delaware Sus authorized to hold or receive by further order of this quehanna & Schuylkill Railroad Company or to merge Court or other duly constituted authority. and consolidate that company; provided that this pro v1s1on shall not be construed as the expression by this 9. All trustees appointed by or pursuant to the fore Court of any opinion as to the propriety of granting said going provisions of this decree shall be entitled to reason application. able compensation, the amount thereof to be approved by the Court, for all services rendered by them as such 6. The Lehigh Valley Coal Company and Coxe Brothers trustees. Such compensation shall in each instance be & Company, Inc., on the one hand, and the Lehigh Valley paid by the Lehigh Valley Railroad Company. Coal Sales Company, on the other, their officers, directors, The Coal Company Trustee, hereinbefore provided for, agents, servants and employees are hereby perpetually may at any time, or from time to time, appoint an agent enjoined from further carrying out the contract dated or agents, and may delegate to any such agent or agents March 1, 1912, cancelled and annulled by the decree on the performance of any administrative duties of such mandate entered by this court on February 24 1921 and future trustee. from entering into any like contract in the the Any individual or corporation appointed as trustee by purpose and effect of which would be in any manner to or pursuant to this decree shall be subject to removal by hinder or restrain the Coal Sales Company from ex the Court in its discretion, and, in the event of such re tending its business of buying and selling coal where and moval, the Court shall appoint any other individual or from and to whom it chooses with entire freedom and corporation as successor. independence, or otherwise to violate the spirit and pur pose of this decree. 10. Any trustee appointed pursuant to this decree, or any agent of any such trustee, shall be accountable for 7. The defendants, the Lehigh Valley Railroad Com action hereunder only in proceedings in this cause; and pany, Lehigh Valley Coal Company, Coxe Brothers & any further order of this Court entered upon notice to Company, Inc., Delaware, Susquehanna & Schuylkill Rail such trustee, or agent, and to the Attorney General of road Company and the Lehigh Valley Coal Sales Com the United States and the several corporate defendants, pany, shall proceed with due diligence to carry out the shall be full protection for any action taken pursuant provisions of this decree. Within six months from the thereto. elate of this decree, said defendants shall report in writing 11. Any such trustee or any of the parties to this cause to the Court the progress made in carrying out the pro may make application to the Court at any time for such vis10ns hereof. further orders and directions as may be necessary or 8. The Lehigh Valley Coal Company, Coxe Brothers & proper in relation to the carrying out of the provisions Company, Inc., Delaware, Susquehanna & Schuylkill Rail of this decree or of the decree dated February 24, 1921, road Company and the Lehigh Valley Coal Sales Company and for the enforcement of strict compliance therewith are hereby permanently enjoined from issuing to the and the punishment of evasions thereof; and jurisdic Lehigh Valley Railroad Company, and the Lehigh Valley tion of this cause is retained for the purpose of giving Railroad Company is enjoined from receiving, any stock, full effect to this decree and the decree entered on Febru- bonds or other evidence of corporate indebtedness of any ary 24, 1921, and for the purpose of making such other and further orders and decrees, or taking such other demption in said shares of stock, which equity of re action, if any, as may be necessary or appropriate to the demption is now held by the undersigned as Trustee as carrying out and enforcement of said decree and the first stated, and all other rights in said shares of stock, directions of the Supreme Court. subject to the aforesaid Mortgage. November 7, 1923. This Certificate is one of a series of certificates issued Per curiam: by the undersigned in accordance with the terms of a LEARNED HAND, decree entered on the day of November, 1923, by the United States District Judge. District Court of the United States for the Southern FORM "A." District of New York in the suit of the United States of America against the Lehigh Valley Railroad Company No ______Shares. and others, to ·which decree reference is hereby made for CERTIFICATE OF INTEREST IN CAPITAL STOCK a statement of the terms and conditions upon which this OF LEHIGH VALLEY COAL COMP ANY. Certificate is issued and of the rights of the holder hereof, This is to certify that the undersigned (hereinafter and to which decree the holder of this Certificate assents designated as the Trustee) has received and now holds, by acceptance hereof. pursuant to the terms and provisions of a Deed of Trust Transfer of this Certificate may be made only on the dated the ______day of ______19 ______, all of the right, title books of the Lehigh Valley Coal Company, and pro and interest of the Lehigh Valley Railroad Company in visions and conditions respecting the transfer hereof and and to all of the outstanding shares of the capital stock the payment of dividends to the registered owner or of the Lehigh Valley Coal Company, a corporation of the holder hereof are contained in the decree to which refer State of Pennsylvania. Said shares of stock of the Le ence has been made herein above. high Valley Coal Company are of the par value of Fifty Upon the maturity or earlier termination of the Gen Dollars ($50.00) and there are issued and outstand eral Consolidated Mortgage of the Lehigh Valley Rail ing one hundred eighty-nine thousand three hundred road Company, under which mortgage, as aforesaid, the (189,300) shares, having an aggregate par value of stock of the Lehigh Valley Coal Company is pledged as Nine Million, Four Hundred Fifty-Six Thousand Dollars part of the security, and upon the fulfillment of all terms ($9,456,000) and representing the full paid common and conditions respecting the transfer and delivery of capital stock of the company and the total amount of the stock so pledged upon the terms stated in said mort shares issued and outstanding. Said shares are pledged gage in relation to the maturity or earlier termination with the Girard Trust Company, of Philadelphia, Penn thereof, the registered owner or holder of this Certificate sylvania, under and pursuant to the terms and provisions is entitled to a proportionate part of the capital stock of of an Indenture of Mortgage made by the Lehigh Valley the Lehigh Valley Coal Company upon the basis of the Railroad Company to said Girard Trust Company under division of the capital stock of the Lehigh Valley Coal date of September 30, 1903 and are held and will be Company into one million two hundred twelve thousand continued to be held by said Girard Trust Company as one hundred sixty (1,212,160) shares, of which this part of the security pledged under that mortgage until Certificate shall call for the number of shares stated in the maturity or earlier termination thereof and accord the caption hereof. ing to the terms and provisions therein contained. This Certificate represents an interest in the equity of re- This Certificate is not valid until countersigned by the Register. IN WITNESS WHEREOF, ------, as application, is not acting for or on behalf of any stock Trustee, has caused this Certificate to be executed by one holder of the Lehigh Valley Railroad Company, or any of its vice presidents and its corporate seal to be here of the other companies named, or in concert, agreement, unto affixed and to be attested by one of its assistant or understanding with any other person, firm or corpora secretaries this ______day of______192 ____ tion for the control of the Lehigh Valley Coal Company ------,Trustee. in the interest of the Lehigh Valley Railroad Company, By or any of the other companies named, but in his (or her) VICE PRESIDENT. own behalf in good faith. Sworn to before me this ______day of ------, 192 ____ . Attest: Assistant Secretary. Countersigned: FORM "C." ------____ , Regis tar. State of ------By County of ______, ss :

FORM "B." ------, being duly sworn, deposes and says: That he is ______of the ______Company, a cor- State of ______poration ( or a joint stock company), hereinafter called the "Applicant". That said applicant is the bona fide County of ------, ss: owner in its own proper right of a certificate or certifi------, being d uly sworn, deposes and says : cates of interest numbered ______for ------shares, That deponent is a bona fide owner in his (or her) registered in the name of ------issued proper right of a certificate or certificates of interest by ______as Trustee, under a decree en- numbered ______for ______shares registered in the tered on the ______day of November, 1923, by the name of -----"------issued by ------as District Court of the United States for the Southern Trustee, under a decree entered on the ______day of District of New York, in the suit of the United States of November, 1923, by the District Court of the United America against Lehigh Valley Railroad Company and States for the Southern District of New York in the suit others, and that deponent makes this affidavit for the of the United States of America against Lehigh Valley purpose of procuring the voting and dividend rights on Railroad Company and others, and makes this affidavit certificates of beneficial interest representing the capital for the purpose of procuring the voting and dividend stock of the Lehigh Valley Coal Company. That said ap rights on certificates of beneficial interest representing plicant does not own in its own right any shares of the the capital stock of the Lehigh Valley Coal Company. capital stock of the Lehigh Valley Railroad Company, That deponent does not own in his (or her) own right any Coxe Brothers & Company, Inc., or Delaware, Susqueh shares of the capital stock of the Lehigh Valley Railroad anna & Schuylkill Railroad Company, whether registered Company, Coxe Brothers & Company, Inc., or Delaware, in its own name on the books of said companies or regis Susquehanna & Schuylkill Railroad Company, whether tered in the names of others for said applicant's use and registered in his ( or her) own name on the books of said benefit. That said applicant, in making this application, companies or registered in the names of others for de is not acting for or on behalf of any stockholders of the ponent's use and benefit. That deponent, in making this Lehigh Valley Railroad Company, or any of the other ley Railroad Company, or any of the other companies Companies named, or in concert agreement, or under named, but in their own behalf in good faith. standing with any other person, firm or corporation for the control of the Lehigh Valley Coal Company in the Sworn to before me this ______day of ------, 192 ____ . interest of the Lehigh Valley Railroad Company, or any of the other companies named, but in its own behalf in FORM "E." good faith. Sworn to before me this ______day of ______, 192 ____ . State of ------FORM "D." County of ------, ss: State of ______------, being duly sworn, deposes and says: That he is ______of ______; that the trust County of ------, ss: estate represented by deponent is the bona fide owner ------, being duly sworn, deposes and says: in its own proper right of a certificate or certificates of That he is a member of the partnership of ______interest numbered ______for ______shares, registered ------, hereinafter called the "Applicants"; that said in the name of ------, issued by ------ applicants are the bona fide owners in their own proper ------as Trustee, under a decree entered on the ------ right of a certificate or certificates of interest numbered day of November, 1923, by the District Court of the ------for ------shares, registered in the name United States for the Southern District of New York, of ------issued by ------as in the suit of the United States of America against Le Trustee, under a decree entered on the ______day of high Valley Railroad Company and others. That deponent November, 1923, by the District Court of the United makes this affidavit for the purpose of procuring the States for the Southern District of New York, in the voting and dividend rights on certificates of beneficial suit of the United States of America against Lehigh interest representing the capital stock of the Lehigh Valley Railroad Company and others, and deponent Valley Coal Company. That said trust estate does not makes this affidavit for the purpose of procuring the own any shares of the capital stock of the Lehigh Valley voting and dividend rights on certificates of beneficial Railroad Company, Coxe Brothers & Company, Inc., or interest representing the capital stock of the Lehigh Delaware, Susquehanna & Schuylkill Railroad Company, Valley Coal Company. That said applicants do not own whether registered in the name of said trust estate on in their own right any shares of the capital stock of the the books of said companies or registered in the names Lehigh Valley Railroad Company, Coxe Brothers & of others for the use and benefit of said trust estate. Company, Inc., or Delaware, Susquehanna & Schuylkill That said trust estate in making t11is app1ication is not Railroad Company, whether registered in the applicants' acting for or on behalf of any stockholder of the Lehigh own name on the books of said companies or registered Valley Railroad Company, or any of the other companies in the names of others for their use and benefit. That said named, or in concert, agreement, or understanding with applicants, in making this application, are not acting for any other person, firm or corporation for the control of or on behalf of any stockholder of the Lehigh Valley Rail the Lehigh Valley Coal Company in the interest of the road Company, or any of the other companies named, or Lehigh Valley Railroad Company, or any of the other in concert, agreement, or understanding with any other companies named, but in its own behalf in good faith. person, firm or corporation for the control of the Lehigh Sworn to before me this ______day of ------, 192 ____ . Valley Coal Company in the interest of the Lehigh Val-